Eligibility Criteria - Public Issues Main Board

Download Checklist for New Listing

Note:
Kindly note that the application submitted to the Exchange for listing does not construe NSE's listing approval. The company shall use NSE’s reference regarding listing only after the Exchange grants listing approval to the company. The Exchange reserves the right to reject application on any of the following grounds:

• The Applicant does not conform to the eligibility requirements set out herein.
• The application is not complete in all respects and/or does not conform to the requirements set out herein.
• The application does not contain such additional information as may be required by NSE; and/or
• The application is false and/or misleading in any manner
• Any other reason as NSE may deem fit.

Download Checklist for migration from other Exchange.zip

Eligibility criteria for companies listed on the SME platform of other nationwide stock exchange, and desirous for listing on the mainboard of National Stock Exchange of India Ltd. (NSEIL)

1.Paid up Capital & Market Capitalisation

The paid-up equity capital of the applicant shall not be less than 10 crores and the capitalisation of the applicant's equity shall not be less
than 25 crores**
** Explanation
For this purpose capitalisation will be the product of the price (average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange during 3 months preceding the application date) and the post issue number of equity shares.

2.Earnings before Interest, Depreciation and Tax (EBITDA) and Profit After Tax (PAT)

The applicant company should have positive cash accruals (Earnings before Interest, Depreciation and Tax) from operations for each of the 3 financial years preceding the migration application and has positive PAT in the immediate Financial Year of making the migration application to Exchange. 

3.Listing period

The applicant should have been listed on SME platform of the Exchange for at least 3 years.

4.Other Listing conditions

The applicant Company has not referred to the Board of Industrial & Financial Reconstruction (BIFR) &/OR No proceedings have been admitted under Insolvency and Bankruptcy Code against the issuer and Promoting companies.

• The company has not received any winding up petition admitted by a NCLT.
• The networth* of the company should be at least 75 crores

*Net Worth – as defined under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

5. Public Shareholders

Total number of public shareholders on the last day of preceding quarter from date of application should be at least 1000.

6. Track record

Track record of atleast three years of either
i. the applicant seeking listing; or
ii. the promoters****/promoting company, incorporated in or outside India or
iii. Proprietary / Partnership firm and subsequently converted into a Company (not in existence as a Company for three years) and
approaches the Exchange for listing.
****Promoters mean one or more persons with minimum 3 years of experience in the same line of business and shall be holding at least
20% of the post issue equity share capital individually or severally

7. Due diligence Certificate 

The applicant shall submit to the Exchange an independent due diligence certificate not older than 3 months from the date of application.

The independent due diligence certificate from Independent Peer reviewed Auditors / SEBI registered Credit rating agency/ Independent Registered Valuers shall inter-alia cover the below aspects

• Brief snapshot of Entity
• Profile of Promoter, Management & Ownership Structure. (To include details of litigation cases, serious criminal cases etc. in the last one year)
• Business Profile Analysis, Operations Overview with a peer analysis and Project Details (If any).
• Due Diligence with Lender, Auditors, Customer and Suppliers
• Profitability Analysis & Debt track record (period 3 yrs)
• Status of utilization of IPO proceeds or any funds raised thereafter
• Compliance track record (including LODR , ICDR, PIT, SAST)
• Investor grievance redressal mechanism

Note:

SME companies that have already migrated to the main board of any nationwide stock exchange and desirous to list on main board on NSE shall have meet the criteria specified for listing of securities of existing companies.

Kindly note that the application submitted to the Exchange for listing does not construe NSE's listing approval. The company shall use NSE’s reference regarding listing only after the Exchange grants listing approval to the company. The Exchange reserves the right to reject
application on any of the following grounds:
1. The Applicant does not conform to the eligibility requirements set out herein.
2. The application is not complete in all respects and/or does not conform to the requirements set out herein.
3. The application does not contain such additional information as may be required by NSE; and/or
4. The application is false and/or misleading in any manner.
5. Any other reason as NSE may deem fit.

Download Checklist for Eligibility (.zip)

1. Networth
   • The net worth of the applicant company shall be more than INR 10 Crs* in each of the 3 preceding financial years. The Company shall submit a certificate from the statutory auditors in respect of net worth as stipulated above*. 
     * Explanation 1:- Net worth Should be calculated as per the SEBI ICDR Regulations, 2018 and any amendment thereof. 
   • Paid up Capital
     • The paid-up equity capital of the applicant company shall not be less than ₹ 10 crores* in each of the three preceding financial years*
       
       For this purpose, the existing paid up equity capital as well as the paid-up equity capital after the proposed issue for which listing is sought shall be taken into account. 
     • Dividend

       • The applicant company has paid dividend in at least 2 out of last 3 financial years immediately preceding the year in which listing application has been made 

   • Atleast three years track record of either:
     • The applicant company seeking listing; or
     • The promoters***/promoting company, incorporated in or outside India
       OR
     • The company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR)
     • The networth of the company has not been wiped out by the accumulated losses resulting in a negative networth.
     • The company has not received any winding up petition admitted by a court.
       
       *** Promoters mean one or more persons with minimum 3 years of experience of each of them in the same line of business and shall be holding at least 20% of the post issue equity share capital individually or severally.

Information Memorandum

• The Company shall prepare the Information Memorandum* and upload same on its website at the time of filing application with the Exchange.

Redressal mechanism of Investor grievance
The applicant desirous of listing its securities should satisfy the exchange on the following:

• SEBI registered SCORES ID
• Applicant company, promoters/promoting company(ies), group companies, companies promoted by the promoters/promoting company(ies)(listed entity) should have pending investor grievance (if any) not be more than 30 days. 
• Defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders by the applicant company, promoters/promoting company(ies), group companies, companies promoted by the promoters/promoting company(ies) shall also be considered while evaluating a company’s application for listing. The auditor’s certificate shall also be obtained in this regard. In case of defaults in such payments, the securities of the applicant company may not be listed till such time it has cleared all pending obligations relating to the payment of interest and/or principal.

Distribution of shareholding

• The applicant company/promoting company(ies) shareholding pattern on March 31 of preceding three years separately showing promoters and other groups’ shareholding pattern should be as per the regulatory requirements. Total number of public shareholders on the date of application should be at least 500
• 100% promoter holding and 50% of public holding should be in compulsory demat mode. 

Details of Litigation

• The applicant company, promoters/promoting company(ies), group companies, companies promoted by the promoters/promoting company(ies) litigation record, the nature of litigation, status of litigation during the preceding three years need to be clarified to the exchange.

Track Record of Director(s) of the Company

• In respect of the track record of the directors, relevant disclosures may be provided upon in the application regarding the status of criminal cases filed or nature of the investigation being undertaken with regard to alleged commission of any offence by any of its directors and its effect on the business of the company, where all or any of the directors of issuer have or has been charge-sheeted with serious crimes.

Change in Control of a Company/Utilisation of funds raised from public

• In the event of new promoters taking over listed companies which results in change in management and/or companies utilizing the funds raised through public issue for the purposes other than those mentioned in the offer document, such companies shall make additional disclosures (as required by the Exchange) with regard to change in control of a company and utilization of funds raised from public.

rejection cooling off period 

• The application of the applicant company should not have been rejected in last 6 months.

Audit qualification

• The applicant company should not have audit qualification w.r.t. going concern and adverse opinion or disclaimer of opinion pertaining to financials

Company Website

• The applicant company should mandatorily have functional and updated website 

Note:

*Information Memorandum shall be prepared as specified in Part E of Schedule VI of SEBI ICDR, Regulations 2018 and the amendments, thereof. The Exchange shall host the same on its website for a minimum period of 7 working days before granting listing permission.

Kindly note that the application submitted to the Exchange for listing does not construe NSE's listing approval. The company shall use NSE’s reference regarding listing only after the Exchange grants listing approval to the company. The Exchange reserves the right to reject application on any of the following grounds:

1. The Applicant does not conform to the eligibility requirements set out herein.
2. The application is not complete in all respects and/or does not conform to the requirements set out herein.
3. The application does not contain such additional information as may be required by NSE; and/or
4. The application is false and/or misleading in any manner.
5. Any other reason as NSE may deem fit.